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Date

Tags:

Rule
801.12
Staff
Kristin Shaffer
Response/Comments

Assuming that all Series A Preferred Stock holders vote for two directors, we agree with your analysis. The fact that those directors need to receive 75% of the vote, rather than a simple majority, does not change the math.

Question

From: Shaffer, Kristin


Sent: Friday, April 13, 2018 11:00:43 AM (UTC-05:00) Eastern Time (US & Canada)


To: [Redacted]


Cc: [Redacted]


Subject: RE: 801.12 Question

[Redacted]

 

Assuming that all Series A Preferred Stock holders vote for two directors, we agree with your analysis. The fact that those directors need to receive 75% of the vote, rather than a simple majority, does not change the math.

 

Best regards,

Kristin

 

Kristin Shaffer

Attorney

Premerger Notification Office

Federal Trade Commission

202-326-3434 | kshaffer@ftc.gov

 

From: [Redacted]


Sent: Wednesday, April 11, 2018 10:58 AM


To: [Redacted]


Subject: 801.12 Question

 

 

All,

 

We are seeking guidance on how to apply the Section 801.12 formula to the following facts.

 

Company X has four authorized directors elected as follows.

 

  1. Two directors are elected by the holders of at least 75% of X’s Series A Preferred Stock voting as a class on as as-converted to Common Stock basis.
  2. Two directors are elected by the holders of a majority of X’s Common Stock voting as a class.

 

No stockholder holds at least 75% of X’s Series A Preferred Stock.

 

Assume Stockholder Y holds 30% of X’s Series A Preferred Stock and 10% of X’s Common Stock. How would we calculate what percentage of X’s voting shares Stockholder Y holds under Section 801.12? Would it still be [30% times 2/4] plus [10% times 2/4]?

About Informal Interpretations

Informal interpretations provide guidance from PNO staff on the applicability of the HSR rules to specific fact situations. They do not necessarily reflect the position of the Commission. You should not rely on them as a substitute for reading the Act and the Rules themselves. These materials do not, and are not intended to, constitute legal advice. 

Learn more about Informal Interpretations.